Miscellaneous PCD Document Template

Miscellaneous PCD Document Template

Parties

Recitals

WHEREAS, Client Name: desires to obtain certain services related to the planning, coordination and delivery of product commercialization documentation (PCD); and

WHEREAS, Service Provider Name: has represented that it possesses the expertise and capacity to provide such services; and

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows:

1. Scope of Work

Service Provider shall perform the services described below in a professional manner consistent with industry standards and in accordance with the schedule agreed by the parties.

2. Payment Terms

Client shall pay Service Provider for the services rendered in accordance with the schedule and amounts below. All amounts are stated in United States dollars and are exclusive of applicable taxes unless otherwise stated.

Late payment shall accrue interest at the rate of on any unpaid balance, calculated monthly, until paid in full. Client shall also reimburse Service Provider for reasonable collection costs and attorneys' fees incurred to collect overdue amounts.

3. Term and Termination

This Agreement shall commence on the Effective Date and shall continue until the End Date, unless earlier terminated in accordance with this Section.

Effective Date:     Term End Date:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

Upon termination for any reason, Client shall pay Service Provider for all services performed and approved expenses incurred through the effective date of termination, together with any reasonable wind-up costs expressly incurred as a direct result of termination.

4. Confidentiality

Each party (the "Receiving Party") shall maintain in strict confidence all proprietary and confidential information disclosed by the other party (the "Disclosing Party") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information shall not include information that: (a) was publicly known at the time of disclosure; (b) becomes publicly known through no wrongful act of the Receiving Party; (c) was rightfully received by the Receiving Party from a third party without breach of any obligation of confidentiality; or (d) was independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party shall use Confidential Information solely for the purposes of performing its obligations under this Agreement and shall restrict access to Confidential Information to those employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein.

5. Intellectual Property

Unless otherwise agreed in writing, Service Provider retains ownership of pre-existing intellectual property and general methodologies. Subject to full payment of all sums due, Service Provider grants Client a non-exclusive, non-transferable license to use deliverables created specifically for Client under this Agreement for Client's internal business purposes. Any transfer of ownership of work product must be expressly set forth in a written amendment signed by both parties.

6. Indemnification; Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising out of its gross negligence or willful misconduct. Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for consequential, incidental, special or punitive damages. The aggregate liability of either party for claims under this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

7. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws rules. The parties consent to the exclusive jurisdiction of the state and federal courts located within that State for any disputes arising out of or in connection with this Agreement.

8. Entire Agreement

This Agreement, together with any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

9. Notices

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses listed below by hand delivery, nationally recognized overnight courier, or certified or registered mail (return receipt requested), and shall be effective upon receipt.

Miscellaneous

Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its business. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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